The Adult Tonsillectomy from Long Ago
by avagrace2888
Summary: A N/CC story. As Fran is wheeled into surgery for a tonsillectomy, Niles and CC look back on a time when they were more than enemies.
1. Chapter 1

**Here is part 1 of my first story- please read and review! Chapter 2 will be up shortly!**

November 5th, 1993

Youll wake up and realize the agonizing pain of an adult tonsillectomy hurts worse that you could ever possibly imagine! C.C. exclaimed to a nervous Fran, patting her hand as she was prepped for surgery.

Niles, who had been unpacking Miss. Fines things turned around appalled by C.C.s lack of tact. _You would know, wouldnt you baby, _he thought to himself as C.C. turned from Fran to leave. He remembered years ago, before Saras death when C.C. had indeed gotten a healthy dose of what an adult tonsillectomy felt like. So long ago and yet it seemed like yesterday when..

Niles sighed.

C.C. felt her anger growing at an alarming rate now. Why couldnt Maxwell take himself away from his damn nanny for a few hours? She couldnt bear to face her sorority sisters without a date.. again. They were vicious. Sara had been the only girl she could trust. The rest of the girls called you a sister and were secretly talking, plotting, and backstabbing. Like other social circles she had been involved with in the past, they had been merely a way up into society.

She had clearly lost this fight with Maxwell. She turned around and glanced at Niles, thinking back on a time when she mightve asked him to accompany her to the reunion. Sure they had never been the best of friends, but they had been cordial at one time- maybe even a little more than cordial. She didnt think about that time anymore. Somewhere along the road their relationship had turned from friendly teasing to almost downright cruel. _Who cares? _She thought, _What do I, C.C. Babcock, highly successful Broadway producer, care if Im friends with the help or not?_

But truthfully she did care. Looking around at the IV bag stand, the cold white hospital lights, and sky blue sheets, C.C.s mind was thrown back to a different time.

January 27th, 1987

C.C. darling, you have nothing to worry about, Sara exclaimed as her friend was preparing to go into surgery, Doctors do these tonsillectomies all the time, and you have the best in the state of New York!

C.C. was still doubtful.

Besides, Ill be by your side as you recover taking care of you. Youll be well in no time! Niles has the guestroom at the mansion all set up for you.

C.C. rolled her eyes playfully as she spotted the troll across the room smirking evilly. Niles probably put spiders under the sheets or itching powder in the towels! C.C. teased, raising her voice so that he could hear her from where he was standing by the door.

Mrs. Sheffield, I have no idea why Miss. Babcock gets these ideas in her head! I try to do nice things for her and she glues my duster to the table! Niles replied innocently.

Oh ho mister! Only after you put glue in my lip balm!

Sara crossed her arms, Now both of you stop it. I know you two deserve every thing coming to you because you BOTH pull these ridiculous pranks! C.C. stuck her tongue out at Niles and he returned the gesture wrinkling his nose and making moose ears.

Honestly if I didnt know any better.. Saras thoughts were broken as Maxwell entered the hospital room.

Hello darling!

Hello sweetheart, Niles replied sweetly, teasing his boss and wife.

Maxwell looked back at him not amused, but not in the mood to scold him either. His assistant was going to be in bed for the next one to two weeks and he really needed her to be balancing the books, yelling at actors, and going through scripts. Her couch was already piling up with mounds of files and contracts. He rubbed his temples, feeling a migraine coming on. Why did the doctors have to insist on taking C.C.s tonsils out right before sweeps?

Sara darling, Im sorry but we really need to get going. You know how Dr. Hansen hates to be kept waiting and your appointment is in twenty minutes five blocks down..

Alright sweetheart, Sara smiled kissing him on the cheek and waddling over to the side of C.C.s bed, C.C. love, Im sorry I cant stay with you until youre taken in but I have to get my eighth month check up.

Go, go, Ill be fine! C.C. said to Sara and a little bit to herself, not sure if she really believed it.

I just have four more weeks and well have a third little one running around! Sara exclaimed as she rubbed her stomach affectionately.

C.C. stopped herself from rolling her eyes, trying to be supportive, Auntie C.C. cant wait!

Niles was heard from the back coughing, mocking her fake enthusiasm. C.C. shot him a death glare and he straightened up before Maxwell could see him.

Sara and Maxwell left and Niles walked cautiously over to C.C.s side of the room.

Niles, I cant bite, remember? I have this stupid I.V. coming out of my arm, C.C. said, uneasy and not sure what else to say.

Ah yes. Miss. Babcock is cornered. Too easy, I would never kick a dog when shes down..

Can it Niles, like I havent heard that one before, C.C. replied good-naturedly now becoming more relaxed.

The anesthesiologist walked in and introduced himself to Niles and C.C.

Dont worry, your wife will be out in no time! the doctor exclaimed.

Niles smirked but didnt say anything.

This dust bunny isnt my husband, just a friend. C.C. explained to the doctor as he took a vile of clear liquid out of his pocket and started loading a syringe.

Were friends? Niles asked surprised, mockingly raising his eyebrows and flattening his hand to his chest.

Dont get your hopes up, Broom Hilda.

Okay C.C., Im going to inject this into your IV and youll wake up in about an hour without a set of tonsils!

C.C. looked nervously at Niles, and he walked closer to the bed and grabbed her hand, Miss. Babcock, youll be fine. Youre a tough cookie if Ive ever met one.

The doctor smiled at the two. Obviously there was more between them than they led on.

Seconds passed, and Niles stared at C.C. as her scared expression glazed over into a more serene, glazed over look.

Sniles, I feel funny. C.C. said with slurred words, immediately feeling the effects of the local anesthetics.

Niles just smiled and squeezed her hand. Ill see you when you get back from outer space, Babcock.

Outer space? Dont you wanna come with me?

No dear, but Ill be waiting for you when you land, Niles said, receiving a smile from the doctor and nurse who was unlocking the wheels on the bed to transport her to the operating room.

Okay Smiles. Ill miss you when Im gone, C.C.s words were becoming more slurred as the seconds went by, You know I think I like you more than Id like to admit..

The nurse looked at Niles with raised speculative eyebrows. Niles himself was a bit shocked. Maybe it was just the drugs talking. Sure he had thought about Miss. Babcock liking him as more than Maxwells butler, and maybe he had once or twice thought about taking her into his arms, but that was something he wasnt willing to admit- even to himself.

He snapped out of his reverie as the nurse announced that they were heading out. He looked down at C.C. whose eyes were drugged but pleading, still holding onto his hand, Smiles, promise youll be here for me when I come back. She was so sincere for someone who was so drugged.

Niles held her hand between both of his and stared into her blue eyes, I promise C.C..

They wheeled her out of the room and Niles was left alone, with his heart beating wildly in his ears.


	2. Chapter 2

Niles sat in the waiting room reading the daily paper. C.C. would be out soon enough and put into a recovery room. A man outside the French doors caught his eye. Niles realized that it was Maxwell, frantically looking up and down the hallway running his hands nervously through his hair. Niles caught his eye and Max stormed into the room.

"Sara is in labor!" He said almost out of breath, "She's four weeks early and in LABOR!"

Niles didnt let the worry show on his face, but instead tried to calm him down, "Sir, Im sure everything will be fine, babies are born prematurely every day", Niles slowly put the paper down and walked over to Max, "Besides, Mrs. Sheffield is stronger than most of us give her credit for."

Maxs shoulders relaxed a bit, "You're right, I know youre right."

"Now, Miss. Babcock will be out of surgery any minute. I will take her back to the mansion, get her situated, and call the hospital as soon as I can."

Max patted Niles on the back thankfully and left to be with Sara.

Niles let out a breath of air and sat back in the waiting room chair, finding where he had left off in the paper.

No sooner had he finished the article when the doctor came in, "Miss. Babcock is going to be just fine, we successfully removed her tonsils. Shes in one of our recovery rooms."

Niles shook the doctors hand and followed him to the nurses station. The doctor picked up a clipboard and found her room number, 318, follow me. Niles anxiously followed him to a room and peeked around the door at a very peaceful, pale C.C.

"Now she should be pretty groggy for the rest of the day so shell need help getting around, are you or someone else going to be available to take care of her?"

"Of course, yes, we have a room all prepared for her at home."

"Good, then Ill just leave you alone then", the doctor shook Niles hand, "The nurses should release her to go home as soon as she awakens."

With that, the doctor left the room to check on another one of his many patients for the day. Niles turned back to the patient lying quietly in the bed, Very uncharacteristic of Miss. Babcock. She didnt, however, fool Niles. He knew what a hellion she could really be, and yet..

Niles sighed.

Life was so strange. How time passed by. C.C. had come to the door five years ago followed by Sara when she had graduated from Bryn Mawr with a masters in finance at the ripe age of 21. He had, of course, met her before when she was maid of honor to Sara in her and Maxwells wedding, but after she came to work at the mansion every day, things where never the same.

At least for him.

She had breezed confidently in the door and turned around with that icy stare that was so naturally Miss. Babcock and his heart had melted.. until she opened her mouth.

_"You are the Sheffields butler, Miles right? Here, take my coat and dont wrinkle it, its a Dolce and Gabbana."_

Niles shook his head, laughing silently to himself. How she had shocked him with that opener.

C.C. had awakened to Niles obviously lost in thought, not even realizing that she had come from her deep slumber. She was confused until she tried to speak and her throat felt completely numb and useless. She spotted a marker board next her and started writing.

A tap on the shoulder startled Niles. C.C. was staring at him in wonder with a marker board in hand, "A penny for your thoughts?" He read. He mustve seemed miles away, frankly he was.

"Oh I was just thinking about the day you darkened our door." Niles was having a hard time hiding his smile. He was happy to see she was awake, but he didnt want _her _to know that.

C.C. nodded, erasing the board and quickly writing again. "Seems like only yesterday, huh?"

Niles eyebrows went up as his eyes were cast down, "Yeah." He nodded in agreement.

The moment was broken as nurse Lesa walked through the door carrying her file and two prescriptions in hand.

"Okay Miss. Babcock, youre free to go when you feel like getting up and around. Ive had the doctor write you two prescriptions- one is an antibiotic and the other is for pain", she turned her attention to Niles, "Be sure that she takes her antibiotic every day until the bottle is empty, she can take the pain killers as needed." Niles nodded and took the pieces of paper from her.

"If you could sign here to release her", the nurse handed him a pen and pointed to the Xed line. He quickly signed the form and the nurse patted C.C. on the leg, "Nurse Kelly will bring a wheelchair in and take you to your car- You get feeling better now!"

Niles watched the nurse leave and turned back to C.C. "Well Babcock, looks like its time to get you home. I didnt even think to rent a crane so I could get you out of that bed," Niles looked at C.C. smiling.

She rolled her eyes and slowly tried to sit up. She was still weak from being sedated and cut into and promptly fell back onto the pillow, defeated.

"Now, now, let me help you. Cant let you go getting hurt on my watch- how would that make _me_ look!"

C.C. rolled her eyes again as Niles put his arm around her back and slowly helped her sit up. Now that she was upright it was easier to support her.

"Do you need to use the restroom before we leave?" Niles asked, faking disdain. C.C. shook her head no. "Alright then, lets get your bag."

The nurse came in with a wheel chair and helped C.C. in. Niles carried her bag as the nurse rolled her down the hallways.

"I'm going to run ahead of you and pull the town car up at the north entrance." The nurse nodded and Niles sped walked down to the parking garage under the hospital.

Niles helped C.C. out of the town car when they arrived at the mansion. She was still weak and very groggy.

"Miss. Babcock, you must help me a little bit! If your legs keep turning to jelly how will I get you upstairs to the guestroom?" Niles was getting frustrated. He knew it wasnt C.C.s fault that she kept falling under her own feet but her drugged body was cumbersome to handle for one person. He finally grabbed an arm under her knees and lifted her into his arms.

C.C. felt like she had had one too many stingers, but knew it was still the anesthetics wearing off. Niles kept pulling her to her feet and finally picked her up from the ground all together. She felt an odd feeling begin in her stomach and travel up her throat. She was loathed to admit it, but she felt an odd attraction to her domestic friend. Shed hardly admit it to herself- except for the small moments when he made her head swim like right now.

_"Knock it off, C.C., its only the drugs making your head swim."_

He kicked the guestroom door further open to allow him a wider birth in and set her down on the bed. For a small moment as he bent over her and allowed for her to let go of his neck C.C. and Niles eyes met. Niles felt insecure. He also felt heat radiating through his cheeks, hoping that Miss. Babcock wouldnt notice the blush.

C.C. didnt notice because she was too busy trying to stop the swirl in her stomach.

Niles felt awkward once she was in bed, unable to think of anything witty to say, "Miss. Babcock, is there anything I can get you before I leave?" C.C. shook her head yes and made a motion with her hand for a pen. "Ah yes, I have a marker board here for you somewhere.." Niles searched for the dry erase board and handed it to C.C.

C.C. wrote a quick question down and showed it to Niles, "Where is Sara?"

Niles put a hand to his forehead, "I completely forgot to tell you! While you were in surgery Sara went into labor, Mr. Sheffield found me in the waiting room and told me!"

C.C.s eyes grew to the size of saucers and she reached over and smacked him on the head.

"Ouch! I guess I deserved that."

"Any updates?" She wrote.

"None so far, but I'm sure Mr. Sheffield will call soon considering we just arrived. I'll let you know if he does."

She wrote "Thank you" and he nodded his head with a slight smile on his face.

"If I can do anything, buzz me. I've got to go down a block to the drug store to get your prescription filled. I'll be back shortly." C.C. nodded and rested her head down on the fluffy white pillows, closing her eyes. She could smell the fresh scent of laundry detergent from the newly washed linens.

When Niles had shut the door, C.C. sat back up and looked around the room. Niles had prepared in advance for her, adding her toiletries to the bathroom and dresser table, and an extra blanket at the foot of the bed. He was sensitive to her taste- adding a small silver backed mirror and matching brush to the vanity next to her champagne silk nightgown. C.C. blushed at the thought of Niles finding it among her things. She had packed what she would be most comfortable in, and not thought twice about what he would see.

She pulled the cream sheets away from her legs and slowly got to her feet, feeling steadier than before. Going over to the mirror she looked at her reflection. She had aged since coming to the Sheffield home five years ago. Her hair was still very long and blonde, but she had lost most of her college days weight. Sara had been constantly on her case about eating since she had started her strict diet. She refused to eat the fatty souffls and pt that Niles was so fond of serving.

She ran her hand over her nightgown and picked it up, carrying it into the bathroom to change.

Afterwards, she sat at the vanity stool in front of the round mirror and started brushing her hair back smooth. "one, two, three, four.."

The doorknob moved, "five, six, seven.." Niles could hear her mouthing the words and she turned around putting the brush through her hair three more times.

"A creature of habit," Niles said, trying not to notice her bare shoulders or drooping neckline.

C.C. looked at him questioningly, wondering what he was doing back in the room so soon.

"I thought you might want some water", he nervously offered the glass on the silver platter.

C.C. took it graciously and smiled in thanks.

"I'm-I'm j-just going to go get your prescription now", Niles made a hasty exit before he could see the smirk on C.C.'s face.

* * *

C.C. woke up to light coming through the window brightly. She looked at the clock by the bed that read 9:00am. She sat up quickly, "_I slept through the night until 9am?"_

She looked to the nightstand and found a note in Niles handwriting, _Grace Anne Sheffield, born January 28__th__, 4:30am. 5 lbs 2 oz, 18 inches long._

C.C. smiled. She hadn't been there for Grace's birth like she had been for the other two children. She would have paid big bucks to see Maxwell man up to be with Sara for the birth instead of her. She sighed regretfully.

She heard footsteps coming down the hall. Quickly, she put the note back on the nightstand and shut her eyes, feigning sleep.

Niles cracked the door open and peeked in at the still sleeping beauty.

C.C. had a hard time keeping her eyes shut. She felt him sit lightly at the edge of her bed.

_"What is he doing?" _She thought.

Niles looked at C.C. sleep, wishing he could express to her how he felt other than putting dirty water in her coffee or teasing her about her weight. The sunlight ran through the window and across her long golden hair and milky skin. He wanted to run his hand along her cheek, arm.. he didn't dare.

C.C. couldn't stand it any longer and opened her eyes.

Niles was taken back a bit. Had she been awake with closed eyes? Had he been caught? "Good morning my fair witch", Niles said, not moving from his seat next to her. C.C. self-consciously pulled the covers up to her neck and sat up.

"I apologize for waking you but you must take your antibiotics and pain medication. You've got to be hurting like the dickens."

C.C. hadn't realized how her throat was on fire until he said something. She took the pills from his tray and the glass of water and painfully swallowed the medicine.

Niles winced at her discomfort.

"Did you see the note I left for you this morning?" Niles said, picking up the piece of paper and handing it to C.C.

She nodded her head and he continued, "I received a call from Mr. Sheffield at 7pm last night with an update but you were fast asleep and I hated to wake you."

C.C. smiled and he broke eye contact, uncomfortable with the casualty of things. A voice similar to his fathers was screaming in the back of his head to start acting like the professional butler that he had been raised to be.

Quickly, Niles got to his feet and opened the blinds farther.

"I thought that you might be hungry a little later, so I've started preparing a fresh fruit smoothie."

C.C.'s eyes perked up. She was hungry, but knew that her sore throat would make eating difficult.

"Good then, I'll bring it up in twenty minutes." With that, Niles left the room, shutting the door behind him.

C.C. was once again confused. He acted so strange. Sometimes she felt she could see his soul right through his eyes and sometimes he acted as if he didnt want to touch her with a ten-foot pole.

**Sorry for the lack of quotation marks in the original posting of these chapters- they went missing in the transition from my computer word document to the website!**


	3. Chapter 3

_"That man is so wishy-washy!" _She thought to herself, crossing her arms and looking out at the bright day.

And so went the next few days. Niles remained distant. Sara wasnt home to keep her company, and it was nearly impossible to sneak downstairs to get some work done like she really wanted to do. Soft scrub man was guarding her like a hawk.

Niles entered the room one afternoon and C.C. was sitting up, seemingly waiting for him to walk through the door holding the marker board out for him to see, "When can I get out of this damn bed?"

Niles smiled but kept at his chores, gathering her worn nightgowns and towels. "Miss. Babcock, you know what the doctor said, a tonsillectomy is a two to three week recovery process, and at least one of those weeks must be spent in bed or youll never get better."

C.C. rolled her eyes. She wanted to start crying, and to her surprise felt tears flooding her eyes and spilling over. She was such a fool! Why was she crying like a big buffoon in front of this toad? Babcocks never cried..

Niles looked at C.C. and to his utter horror saw tears streaming down her cheeks. "Oh Miss. Babcock, dear," he crossed the room, "What is upsetting you so? Do you really want to work that badly?"

C.C.s anger sparked and her eyebrows furrowed. She harshly took the board and scribbled something fast, "You're an ass!"

Niles was downright confused. He had never seen C.C. look so angry and upset as she did now.

She put the marker board down, her eyes dropped to her hands, and more tears rolled from her eyes.

_"Dear God, what did I do?" _Niles thought to himself and she continued to cry, covering her face.

Niles knew inside that he had been distant from C.C. And as confusing as their relationship was, he knew hed screwed up big time. He sat next to her and put an arm around her shoulders, pulling her into his chest. She didnt push him away; in fact, she buried her face into his jacket and cried.

"C.C. Im sorry, Im sorry.."

He held her like that for what seemed like forever, and if he had to hold her for eternity that would be okay with him.

The pain medication soon took hold of C.C. and he felt her breathing even and her body sink heavier into his arms.

"God, I'm so sorry C.C. my love.." Niles winced; he knew this was completely inappropriate. Did he _love _her? One thing was certain: he shouldn't be holding his bosses business partner like this, in bed, with her in a skimpy silk nightgown..

Niles shook those thoughts from his head and leaned back against the headboard with her still in his arms. He slowly felt himself drifting into a deep sleep, with one certain blonde filling his dreams.

Sara and Maxwell opened the back door carrying their new bundle of joy. The hospital had insisted on keeping Grace two extra days, but allowed her to come home on the fourth.

Maxwell made a B line for his office and Sara started up the stairs to the nursery to check on her other children and Nanny Deron. Walking down the hall she saw a light coming from the guestroom. Remembering C.C. she smiled at the thought of introducing the new baby to her best friend.

As she peeked around the door she was shocked to discover a sleeping Niles and C.C. wrapped in each others arms. Fearful that Maxwell would disturb them, she quietly shut the door and continued on to Maggie and Brightons room.

Thoughts went through Saras head as she wondered what on earth had happened between her friends. They had always teased each other, never shown signs that they might in fact like each other! She would have a serious talk with Niles later. C.C. was vulnerable to being hurt. She had suffered from bad relationships with men since college. For some odd reason she had never been able to open up and Sara felt that some of it had to do with her mother, B.B. She was cold and snobby. She felt that she deserved to be put on the highest pedestal with C.C. and her other children and Stuart right below her. What would she do if she found out that C.C. was asleep in the arms of a butler?

Maxwell could not find out about this either. Her instincts told her that his British reserve would tell him that it was inappropriate. Maybe it was, but she was more concerned with her two best friends happiness to let that get in the way.

C.C. woke to a door shutting quietly. She found herself still in the arms of Niles, only he was sound asleep like she had been. She looked up at his face, he was older than she was but still so handsome.

_Some things just get better with age, _She thought.

If he was Maxwells age, then he was six years older, making him thirty-two.

What was she doing? If Mummy or Daddy found out they'd kill her, and yet she didn't care.

"Penny for your thoughts", Niles asked referring back to C.C.s comment in the hospital, as she was startled out of her daze.

C.C. looked up at him. He looked down at her soft face and saw her warm sleepy glow. "_You're the answer to my prayers", C.C. Babcock _He thought.

She felt anxious, her belly was swirling and a tingle traveled up the side of her neck. In the sunlight, his eyes looked transparent blue. His hair was shiny gold and his lips.. Oh God, his lips.

Niles felt her gaze on his mouth. The anticipation was something he had waited for since she walked in the door.

Somehow, her hand had found itself in his, resting on his chest. Their fingers intertwined instinctively. He squeezed her hand and watched her eyes to look for signs that she wanted him to stop. But the only thing he found in her eyes was a twinkle unlike anything he had ever found there before. Then, his eyes locked with hers, he wrapped his other arm around her back, feeling the soft satin and skin beneath it, and tenderly pulled her closer.

His fingertips gently stroked the side of her arm and he whispered her name.

_"Is this really happening?", _C.C. thought. It was the last thing she had expected to happen today.

His breath warmed her neck. She closed her eyes and felt the last of her resolve slip.

This is what she had wanted, searched for, in men of all shapes, bank accounts, and social standings. It didnt seem to matter anymore.

She lifted her eyes to meet his, and he brushed his lips across hers, then again. He kissed her again, and she wrapped her arms tightly around him, welcoming the kiss. She felt his tongue tracing her lips and then against her own tongue.

She pulled him down, kissing him without urgency, just reveling in his arms.

Niles loved C.C. Babcock. There was no way he didn't. How could he not?

Niles finally pulled away, looking affectionately into her eyes. Her lips were plump and red from being kissed. Desire was etched all over her face. He didnt feel it was right to take her kisses and her body both. He had to control himself. He cared about this woman and he didnt want her to feel used or cheap.

"Dear, I hate to leave you but Mr. and Mrs. Sheffield are expected home any minute and I must get dinner on the table in a few hours."

C.C. nodded and he rose to his feet, straightening his jacket. She laid in bed, her hair encircling her like a halo in the sunlight. Niles leaned over her and stole one more kiss before disappearing through the door.

C.C. looked at the ceiling and started laughing, no sound coming from her throat. She brought her fingers to her mouth and glanced out the window.

It was a beautiful day.


	4. Chapter 4

Niles closed the door behind him and leaned against the wall outside, trying to compose himself.

Just then, Mrs. Sheffield walked by, "Mrs. Sheffield! Ow!! Oww!!" Sara pulled him by the ear down the stairs and into the kitchen. She pushed him down into the chair at the table and demanded he explain himself.

"What do you mean?" Niles asked innocently. He was sweating bullets. Hadn't the door been closed? How could she possibly know?

"Oh Niles, you know exactly what I'm talking about! I came home and found you and C.C. asleep in each others arms in her room!" Sara, crossing her arms, looked inquisitively at Niles.

"Ahhhh Yes. Well, you see.. Miss. Babcock couldn't sleep and was very upset so I was comforting her and.."

"Niles..", Sara could see right through him.

Niles sighed. Should he let her in on his and C.C.s secret? They hadn't even talked about it and it seemed the whole world already knew!

"Look Mrs. Sheffield, I know you think it is inappropriate, but really- we haven't done anything that is to be morally questioned." Niles tried to explain.

"Niles, Im not reprimanding you, I just want you to know that C.C. is very vulnerable. She hasn't had the best past with men and frankly I worry about her in situations..like this."

"Well Mrs. Sheffield, I haven't even talked to C.C.- I mean Miss Babcock- about the whole situation. After we talk I assure you that you will be the first to hear about it!" Niles was getting a little frustrated with her for butting in.

"Alright Niles", Sara said, unpleased with the conversation. Niles obviously felt he knew what he was doing. They were both adults and she couldnt stop all that went on in her house.

Niles walked to the fridge and started pulling things out for dinner. He would fix a nice ham with rice and steamed vegetables for the family and a warm chicken broth for C.C.

After serving the family dinner promptly at six, Niles fixed a tray with C.C.'s broth and two pain killers to help her sleep with a glass of water.

C.C. knew that Niles would be bringing her dinner after he served Max, Sara, and the children. She had brushed her hair and added a bit of blush and mascara so that she wouldn't look so pale. She was wearing her champagne nightgown, she felt it flattered her the best out of all of them. It almost felt foolish primping for a man who had seen her best and worst over the years, but she didnt want to look frightful when he came back.

Niles opened the door and found C.C. reading by the lamplight. It was seven thirty and the sun was setting. The sky was a pretty bright pink and orange. The streetlights had yet to come on.

C.C. smiled a hello as Niles silently entered the room and brought her dinner to her. She put her book down and took the tray from him. Seeing the pills and glass of water she picked up the marker board and scribbled something down.

"Don't need pain killers tonight", Niles read. He looked to her face and it was soft and content.

She then put the board back in her lap and wrote something else down.

"Is this _real_?"

Niles wanted to act like he didnt know what she meant but he knew it was time to put the cards on the table. "God I hope so."

C.C. reached over and pulled Niles in by the lapel of his jacket. With all the strength she could muster in her voice she whispered, "I think Im falling for you a little bit.."

Niles smiled. C.C. wasn't the best at expressing her feelings, but the way she looked at him said it all.

He pulled her in and whispered back, "I think I'm falling for you a little bit as well.."

She pulled back from him and looked him straight in the eyes, trying to read him. His eyes skimmed her face, her neck, and followed his fingers as they traced the contour of her arm.

Pulling her hand from around his waist she tipped his chin up so that he looked back into her eyes. She could hear the voice inside her head warning her to stop, telling her that it still wasn't too late to end this. But something was pulling at her heart and she couldnt deny it.

"Go lock the door Niles."

* * *

**Cliffhanger!!! Sorry- I won't keep you hanging for too long... review please! **


	5. Chapter 5

**due to the nature of this story, I'm moving the rating up to an M because I don't want to scar any of the young readers out there.**

His eyebrows raised and he jumped up quickly activating the lock and hurried back to her arms. He sat cautiously on the side of the bed, watching the light from the table lamp and the setting sun wash across her skin.

Niles pulled her tight against him, noticing how small she was compared to his body. His arms found the small of her waist and she felt fragile to him for the first time in his life. This was not C.C. Babcock, the notorious schmoozer secretary and Bitch of Broadway. She was a soft, loving woman.

As they sat across from each other in her bed holding each other, he felt that she was the future; the past didnt really matter anymore. When he whispered softly in her ear, "I love you, C.C. Babcock", he'd never felt more confident about anything in his life.

He felt C.C. melt in his arms, "I love you too, Niles."

All reservations from both of them slipped away.

He kissed her, then again. He started a trail of kisses down her neckline, shoulders, before finally meeting her lips again. She felt his strong back and chest, molding itself to her. He ran his fingers through her long blonde hair and knew that all their bickering and fighting in the past had been accumulating to this all along.

"C.C. this wasnt my intention coming up here I.."

"I know Niles,"

"I dont want you to feel used or like I don't truly care for you because I do, oh C.C. I do." Niles replied sincerely.

"I know", C.C. whispered.

He cautiously moved his hand up her thigh, unsure if he was moving too fast. He wanted her to be the one to set the pace.

Noticing his discomfort she covered his hand with hers and led it all the way along her side up her gown and to her waist. His hand crept up her back and rested on the small of her waist, pulling her closer.

Niles felt her pull at the buttons of his jacket, wanting it gone. He removed it and she pressed her body that much closer to his. He knew that this was getting heated and felt the need to slow things down, but he could feel her breasts just under the thin silk of her nightgown. He kissed her neck deeply and felt her release a quiet moan. His hand traveled down, past her belly and found her center, caressing, loving her the way she deserved. He watched as she rested her forehead against his and shut her eyes, breathing deeply through her nose. She lifted her hips up and onto his lap, wanting to feel the friction of their bodies.

She kissed his mouth gently again. Niles found that most of the buttons of his shirt were unbuttoned without him even noticing it.

She reached her hands inside his open dress shirt and felt the curve of his waist and the muscles of his back, pressing her chest to Niles once more and sinking her mouth into his. She pulled the shirt over his shoulders and he wriggled out of it.

She slid her hands up his arms and intensified the kiss, pushing him to passion.

She found the buckle of his belt and quickly undid it; undoing the button and fly of his pants just as hastily. He lifted his hips for her, and she slid her fingers into the waist and slowly pulled them down. He stood up and slipped his shoes, socks, pants and boxers off all in one sweep. He suddenly felt very self-conscious in front of C.C. but she pulled his hand down, and he saw just as much, if not more, love and passion in her eyes as before. She found him, caressed him. Her eyes went wide in surprise and a big cat grin spread across her face. He grabbed her waist tightly and let his tongue invade her mouth over and over again.

He pulled away from her slightly and gathered the hem of her nightgown in both of his hands, sliding it up slowly, and over her head. Her hair slithered out of the nightgown last piece by piece and fell across her shoulders. She looked at him and pulled his jaw in to kiss his mouth.

Niles felt her draw him down to rest on top of her.

She opened her eyes pleadingly and he knew that there was no going back. Their lives would be different. He sealed their bodies and heard her sigh.

He made love to her, long and leisurely at first, then fast and passionate, the way he had dreamed of. He felt her body tense, her head jerk back, and her fingers dig into his arms; it was enough to trigger his own release.

C.C. let out an airy laugh, "That was incredible," She whispered, "Can we do that again?"

Niles let out a huge guffaw and rolled over to look at her. "I'm here to serve, baby, here to serve. Just give me ten."

They stayed together in the afterglow and found that the sun had set and the sky was completely dark. The only light was from the lamp outside on the corner. Niles reached over and clicked the lamp switch off, falling asleep with her on his chest in the crook of his arm.

Niles woke with long, blonde tendrils covering his neck. He remembered coming into her room with dinner and never leaving. He was startled to find that breakfast was due to be served in an hour. He jumped out of bed and startled a sleeping C.C. awake.

"You're leaving?" She asked groggily.

"Yes, breakfast is due downstairs in an hour", he replied quickly as he pulled on his pants and wrinkled shirt from the night before.

C.C. was confused. He was once again acting strange. She tried to make eye contact with him but he was busy getting dressed, "Niles!" He stopped and looked at her. What she saw in his eyes was uncertainty. She didnt like it.

"I'll bring your breakfast up after I've served the Sheffields", he reached over and kissed her, leaving C.C. completely confused.

_"What the hell is going on?" _She thought as she got out of the bed they had shared, looking at the tousled sheets and pair of indented pillows.

She dressed and decided she would go downstairs for breakfast. It was damn near time she got out of bed and no one was going to stop her.

She pulled on an oversized Yankees shirt and jeans and brushed her hair into a ponytail.

Down at breakfast the family was surprised but happy to see her, especially Sara.

When Niles entered the dining room everything else stopped and C.C. eyed him questioningly. He eyed her back. Bringing her warm oatmeal over, he placed it in front of her with his other hand finding and rubbing her back.

Niles thoughts were running wildly in his head. What would Maxwell, Sara- HIS FATHER say if and when they found out about the affair? He told himself that he loved C.C. but would the relationship ever have a chance of surviving? They were from completely different ends of the social circle. He met once a month with the Butlers Association, she met once a month with her friends from the Equestrians Club. He woke up every morning at 6am to make a living and support himself. She woke up at 6am to fulfill a job she didnt really NEED to support her lifestyle.

Niles sighed. What was he supposed to do? Sara would never forgive him if he broke C.C.'s heart, and he could never forgive himself. He didn't want to hurt C.C. but he wanted to do what was best for the both of them.

C.C. was drowning in her thoughts as well. Maybe passion had run the shots last night and he was having regrets this morning. It wouldn't be the first time it had happened to her and she knew the signs. He was trying to be doting but his eyes told a different story.

**Bum Bum Bum.... stay tuned!**


	6. Chapter 6

Niles was washing the breakfast dishes when he heard the kitchen door swing open.

"Niles.."

He turned around. C.C. was holding a cup of coffee, but he knew that wasn't her reason for being there.

C.C. He walked towards her and took her hand.

"We need to talk", C.C. replied.

_"Oh boy, here we go" _Niles thought.

C.C. sat at the table with her eyes cast down. He tried to read her thoughts but was unable to. A teardrop hit the table and he knew he was in trouble.

"Niles, what is wrong with you today?" She looked up at him with red, teary eyes.

He crossed his hands closed and thought about the right words to say, "I dont know.. I just dont want our actions to end up hurting either one of us in the end."

"You're afraid that last night I was just taking _advantage _of you?" He could see the fire lit behind her eyes.

"No, no.. last night was amazing..just. You see. I love you, but you must understand that we run in different circles, and I don't know if the Sheffields, our families.. would be so keen on seeing us together."

C.C. suddenly understood what he was trying to say. He was trying to save his hide.

"Niles, let me tell you something- I've worked my tail off for Maxwell Sheffield for over 5 years. NOONE tells me what to do or who to _love _for that matter. But I don't think I could love someone who cant say the same.."

Niles was thrown. Since when had C.C. grown such a spine against judgment? It was the one thing he had found she had a weakness for, yet she was throwing it back in his face and asking him if he could deal with it.

Could he?

"C.C.. I.."

"Forget it Niles. You know what, _forget _it ever happened!" C.C. got up from her chair and Niles grabbed her wrist.

"C.C., don't leave like this! I love you!" He pulled her in and smashed his mouth to hers, holding her head against his as she tried to pull away.

She finally pushed her hands against his chest and surprised him with the hardest slap across the face that she could muster.

Shocked, Niles just held his hand where she had hit him.

"Don't lie! I'm not the one leaving Niles. You're a coward! For the sake of your well being, and _manhood _for that matter, you better stay the hell away from me, do you understand?" C.C.'s voice was rasping terribly, but her physical pain came nowhere close to her inner turmoil.

Niles staggered into the chair again, too shocked to say anything back. How had things gone from perfect to oh so wrong?

C.C. left the kitchen and ran into the dining room, backing herself into a wall and letting the tears fall freely. He had never really loved her. Why had she given her heart so freely to someone? Niles of all people. "Never again!" She said to herself, "Never again."

No more _soft_ C.C. No, she would be a cold, powerful bitch, just like her mother; at least then people wouldn't feel they could walk all over her.

Niles knew he had screwed up. It would probably take some time for her wounds to heal over, but he was confident that she'd eventually be his. They loved each other didn't they?

What he didnt expect was for her to put up so many walls and an icy exterior that blocked out not only him but every other person as well.

**Final chapter coming soon! If you have any ideas for another story, please comment and let me know. **


	7. Chapter 7

**final chapter.. thanks to all of you who have been so supportive! Really appreciated all the reviews. **

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**November 5th, 1993**

C.C. snapped back out of her reverie and looked back up at Niles, who was still folding Nanny Fines clothes into drawers.

She had loved him.

Her mind quickly corrected her, "_Stop it C.C., the man scrubs toilets!"_

She would go to her reunion and Maxwell would be along shortly. But after 13 glasses of punch and three hours of agonizing torture from her friends Max finally showed up.

Dragging a very drunk C.C. out of the building Maxwell felt guilty. She had been looking forward to taking him as her date for months and he had missed the entire thing. Maybe she wouldn't remember.

Putting her in the front seat, he decided to just take her back to the mansion and have Niles put her in a guestroom. He drove the porche to the back of the townhouse and opened C.C.'s door. She practically fell out so he reached an arm under her and pulled her through the kitchen door.

Niles was sitting at the table when Maxwell pulled an obviously intoxicated C.C. into the kitchen.

"Mr. Sheffield, how much did Miss. Babcock have to drink at her reunion?"

"I have no idea, old man. When I arrived everyone was gone but some bloody janitor named Pedro, and she had the emptied punch bowl ladle in her hand!"

Niles smiled to himself, "_Thats my good little witch_."

"Niles, could you take her up to the second floor guestroom where she keeps a bag of things and make sure that she sleeps on her _side."_

"Of course, sir." Max took her arms from around his neck and put them in Niles hands. C.C. looked back towards Max and made a kissy face at him. He felt uncomfortable and made a hasty exit upstairs.

"Babcock, how much did you have to drink tonight?"

"Enough to forget about _your_ ugly mug for a little while, handiwipe!"

"I bet you were the Belle of the ball!" Niles exclaimed as he felt C.C.'s weight give out, "Oh no you don't, I can't carry your big behind up the stairs like I used to do!"

"Bell boy, why cant you just be nice to me for once? I know you never really loved me, but is that a reason to be cruel?"

Niles stopped in his tracks and looked at her. She was sloshed.

"Miss. Babcock, I think we need to get you to bed."

"Why, so you can bang a socialite again and then pretend to forget about it the next day? I don't think so Smiles."

Niles picked her up and started up the stairs, in a hurry to leave the conversation topic as quickly as possible.

C.C. rolled her head towards him, "What, cat gotcher tongue?" she prodded again with slurred words.

"Miss. Babcock, lets talk about this when you arent drunk as a skunk."

"I'm not drunk Miles!"

"Right, Babs, and I'm the queen of England", Niles finally reached the guestroom and nudged the door open, "Here we are."

Niles sat her down on the bed and she held onto his neck, "Niles, why? I've been thinking aboudit all day! Why'd you make me believe you cared-an then leave me outta rot?" She had the look of a saddened child on her face and he couldn't help but find it endearing.

Niles sat on the edge of her bed, confident that she would have no recollection in the morning about their conversation.

"C.C. I did- I do love you, very much. But the timing was just off. I was too immature for a relationship with you. I regret hurting you every single day, I'm sorry my dear. Now please go to sleep like a good little hellion."

"Goodnight. I love you too, you know." C.C. rested her head back onto the pillow and closed her eyes.

Niles sat, stunned. What on earth had just happened? He watched her sleep; her hair lit the same way it had years ago when she'd been in his arms.

"I love you too, C.C. I always will." He whispered.

Niles got up and shut the door quietly behind him, missing the tear that rolled down her cheek.

_"She'll wake up tomorrow and not even remember seeing me" _He thought.

Oh, she remembered all right. She remembered.

_The End_

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**Well I know that it didn't end the way many of you wanted it to, but it was already written and I felt that I needed to stay true to the characters and the timeline of the show. Please review!**

**Thanks guys!**


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